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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 23, 2004
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XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
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CAYMAN ISLANDS 1-10809 98-0191089
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
XL HOUSE, ONE BERMUDIANA ROAD, HAMILTON, BERMUDA HM11
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (441) 292 8515
NOT APPLICABLE
(Former name or former address, if changed since last report)
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CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS.
On August 23, 2004, XL Capital Ltd, a Cayman Islands exempted limited
company (the "Company" or the "Registrant"), issued $300,000,000 aggregate
principal amount of 5.25% Senior Notes due 2014 (the "Notes") in a public
offering. The Company sold the Notes pursuant to an Underwriting Agreement and
related Pricing Agreement, each dated as of August 18, 2004, by and among the
Company and Morgan Stanley & Co. Incorporated and Lehman Brothers Inc., as
underwriters. The Company received $296,946,000 in proceeds from the sale of the
Notes after deducting underwriting discounts. The Notes were issued under a
Senior Debt Indenture, which the Company entered into with The Bank of New York,
as Trustee, on June 2, 2004, and a First Supplemental Indenture, which the
Company entered into with The Bank of New York, as Trustee, on August 23, 2004.
This Current Report on Form 8-K is being filed for the purpose of
filing the attached documents in connection therewith as exhibits to the shelf
registration statement on Form S-3 (Registration No. 333-116245) first filed
with the Securities and Exchange Commission on June 7, 2004, and as thereafter
amended by the Registrant, XL Capital Finance (Europe) plc, XL Capital Trust I,
XL Capital Trust II and XL Capital Trust III (the "Registration Statement"),
which became effective on August 6, 2004, and such exhibits are hereby
incorporated into the Registration Statement by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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1.1 Underwriting Agreement, dated August 18, 2004, by and among
the Registrant and Morgan Stanley & Co. Incorporated and
Lehman Brothers Inc., as Underwriters.
1.2 Pricing Agreement, dated August 18, 2004, by and among the
Registrant and Morgan Stanley & Co. Incorporated and Lehman
Brothers Inc., as Underwriters.
4.1 First Supplemental Indenture, dated August 23, 2004, to the
Indenture, dated June 2, 2004, between the Registrant and The
Bank of New York, as Trustee.
4.2 Form of Senior Note (included in Exhibit 4.1 hereto).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: August 23, 2004
XL CAPITAL LTD
(Registrant)
By: /s/ Paul S. Giordano
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Name: Paul S. Giordano
Title: Executive Vice President,
General Counsel & Secretary